What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-02 compared with 2024-05-10 · 380 added, 181 removed, 908 unchanged (38% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share and per share data)

Notes March 31, 2024 December 31, 2023

Notes June 30, 2024 December 31, 2023

Current assets:

14 unchanged sentences

Accounts payable and accrued liabilities $ 111,570 $ 130,796

Current debt, net 7 77,683 —

Operating lease liabilities 7,222 7,218

8 unchanged sentences

200,000,000 shares authorized;

300,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively;

redemption amount of $ 446.5 million at March 31, 2024 and December 31, 2023)

300,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively;

redemption amount of $ 446.5 million at June 30, 2024 and December 31, 2023)

15 359,817 325,232

1 unchanged sentence

2,000,000,000 shares authorized;

101,693,823 and 100,589,572 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)

101,704,885 and 100,589,572 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)

Additional paid in capital 803,603 843,971

9 unchanged sentences

(Dollars in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Notes 2024 2023 2024 2023

9 unchanged sentences

Equity in (losses) earnings of unconsolidated entities 5 ( 12,788 ) ( 1,625 ) ( 24,690 ) 2,741

Loss on sale of assets, net ( 13 ) ( 124 )

(Loss) gain on sale of assets, net ( 150 ) 647 ( 163 ) 523

Loss on modification or extinguishment of debt 7 ( 9,170 ) — ( 9,170 ) —

Interest expense ( 29,690 ) ( 24,182 ) ( 57,283 ) ( 47,432 )

15 unchanged sentences

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(Dollars in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Net loss $ ( 48,140 ) $ ( 33,872 ) $ ( 98,437 ) $ ( 69,784 )

Other comprehensive (loss) income:

Other comprehensive (loss) income related to equity method investees ( 21,115 ) 52,852

Other comprehensive income (loss):

Other comprehensive income related to equity method investees 22,219 62,578 1,104 115,430

Change in pension and other employee benefit accounts (1)

Comprehensive (loss) income ( 71,425 ) 16,928

26,156 ( 12 ) 26,143 ( 24 )

Comprehensive income (loss) 235 28,694 ( 71,190 ) 45,622

Comprehensive loss attributable to non-controlling interests ( 11,400 ) ( 10,276 ) ( 22,090 ) ( 20,169 )

Comprehensive (loss) income attributable to stockholders $ ( 60,735 ) $ 26,821

Comprehensive income (loss) attributable to stockholders $ 11,635 $ 38,970 $ ( 49,100 ) $ 65,791

______________________________________________________________________________________

(1) Net of deferred tax expense of $ 1.6 million for the three and six months ended June 30, 2024.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31, 2024

Three and Six Months Ended June 30, 2024

Common Stock Additional Paid In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

9 unchanged sentences

Equity - March 31, 2024 $ 1,016 $ 822,956 $ ( 221,780 ) $ ( 199,643 ) $ ( 82,015 ) $ 320,534

Three Months Ended March 31, 2023

Net loss ( 36,740 ) ( 11,400 ) ( 48,140 )

Other comprehensive income 48,375 48,375

Total comprehensive (loss) income — — ( 36,740 ) 48,375 ( 11,400 ) 235

Settlement of equity-based compensation — —

Issuance of common shares — —

Distributions to non-controlling interest ( 15,039 ) ( 15,039 )

Dividends declared on common stock ( 3,252 ) ( 3,252 )

Dividends and accretion of redeemable preferred stock ( 17,610 ) ( 17,610 )

Equity-based compensation 1,509 290 1,799

Equity - June 30, 2024 $ 1,016 $ 803,603 $ ( 258,520 ) $ ( 151,268 ) $ ( 108,164 ) $ 286,667

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

(Dollars in thousands)

Three and Six Months Ended June 30, 2023

Common Stock Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

9 unchanged sentences

Equity - March 31, 2023 $ 994 $ 892,992 $ ( 86,856 ) $ ( 247,293 ) $ ( 39,412 ) $ 520,425

Net loss ( 23,596 ) ( 10,276 ) ( 33,872 )

Other comprehensive income 62,566 62,566

Total comprehensive (loss) income — — ( 23,596 ) 62,566 ( 10,276 ) 28,694

Distributions to non-controlling interest ( 20 ) ( 20 )

Dividends declared on common stock ( 3,086 ) ( 3,086 )

Dividends and accretion of redeemable preferred stock ( 15,257 ) ( 15,257 )

Equity-based compensation 80 562 642

Equity - June 30, 2023 $ 994 $ 874,729 $ ( 110,452 ) $ ( 184,727 ) $ ( 49,146 ) $ 531,398

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

Equity in losses (earnings) of unconsolidated entities 24,690 ( 2,741 )

Loss on sale of assets, net 13 124

Loss (gain) on sale of assets, net 163 ( 523 )

Loss on modification or extinguishment of debt 9,170 —

Equity-based compensation 4,139 1,537

18 unchanged sentences

Investment in equity instruments ( 5,000 ) —

Proceeds from sale of leasing equipment — 115

Proceeds from sale of property, plant and equipment 111 988

1 unchanged sentence

Cash flows from financing activities:

Proceeds from debt — 41,600

Payment of deferred financing costs ( 265 ) ( 649 )

Proceeds from debt, net 449,689 66,600

Repayment of debt ( 242,001 ) —

Payment of financing costs ( 10,022 ) ( 1,192 )

Cash dividends - common stock ( 6,303 ) ( 6,170 )

Settlement of equity-based compensation ( 3,216 ) ( 90 )

Net cash (used in) provided by financing activities ( 454 ) 37,777

Distributions to non-controlling interests ( 15,039 ) ( 20 )

Net cash provided by financing activities 173,108 59,128

Net decrease in cash and cash equivalents and restricted cash 98,986 ( 52,159 )

5 unchanged sentences

Non-cash change in equity method investment 1,104 115,430

Common stock dividends accrued ( 3,051 ) —

Settlement of equity-based compensation ( 3,027 ) —

Financing fees ( 716 ) —

Repayment of debt ( 592 ) —

Sale of easement 3,486 —

See accompanying notes to consolidated financial statements.

30 unchanged sentences

We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S.

Liquidity —In performing the first step of the evaluation under ASC 205-40, management concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support, in full, the repayments of Jefferson Terminal’s $ 75.0 million credit agreement due on December 13, 2024 and Taxable Series 2020B Bonds totaling $ 79.1 million that mature on January 1, 2025 and dividend payments on Series A Preferred Stock.

In performing the second step of this assessment, the Company evaluated whether it is probable that the Company’s plans will be effectively implemented within one year after the financial statements are issued and whether it is probable that those plans will alleviate the liquidity risk raised in the first step of the evaluation.

Management has approved and began implementing a plan to alleviate liquidity risk by:

(i) refinancing the Taxable Series 2020B Bonds and issuing new long-term, low-cost municipal bonds, including contributing additional unencumbered assets as collateral;

and (ii) continuing to accrue paid-in-kind dividends on its Series A Senior Preferred Stock.

On May 10, 2024, Jefferson Terminal announced an approximately $ 276 million municipal bond offering and expects to close the offering in the coming weeks.

If fully implemented, the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued.

Management will continue to evaluate its liquidity and financial position and update future plans accordingly.

Variable Interest Entities —The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment.

VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

6 unchanged sentences

and accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated financial statements.

Total VIE assets of DRP were $ 303.3 million and $ 305.0 million, and total VIE liabilities of DRP were $ 55.4 million and $ 52.7 million as of March 31, 2024 and December 31, 2023, respectively.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

VIE assets of DRP were $ 298.7 million and $ 305.0 million, and total VIE liabilities of DRP were $ 52.5 million and $ 52.7 million as of June 30, 2024 and December 31, 2023, respectively.

Cash and Cash Equivalents — We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

25 unchanged sentences

Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use.

We capitalized interest of $ 1.0 million and $ 1.4 million during the three months ended March 31, 2024 and 2023, respectively.

We capitalized interest of $ 1.2 million and $ 1.4 million during the three months ended June 30, 2024 and 2023, respectively, and $ 2.2 million and $ 2.8 million during the six months ended June 30, 2024 and 2023, respectively.

Repairs and Maintenance — Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred.

Our repairs and maintenance expenses were $ 5.2 million and $ 4.3 million during the three months ended March 31, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Our repairs and maintenance expenses were $ 5.1 million and $ 4.9 million during the three months ended June 30, 2024 and 2023, respectively, and $ 10.3 million and $ 9.2 million during the six months ended June 30, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Impairment of Long-Lived Assets — We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable.

6 unchanged sentences

The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Other Current Assets — Other current assets is comprised of:

March 31, 2024

June 30, 2024

December 31, 2023

6 unchanged sentences

The Company records interest income on the note receivable in Other income in the Consolidated Statements of Operations using the contractual interest rate.

Other Assets — Other assets primarily consists of a note receivable of $ 11.7 million as of March 31, 2024 and December 31, 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

Other Assets — Other assets primarily consists of a note receivable of $ 11.3 million and $ 11.7 million as of June 30, 2024 and December 31, 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable.

The Company records interest income, which is included in Other income in the Consolidated Statements of Operations, on this note receivable using the contractual interest rate.

Other assets also consists of capitalized contract costs of $ 24.9 million and $ 17.6 million as of March 31, 2024 and December 31, 2023, respectively.

Other assets also consists of capitalized contract costs of $ 21.0 million and $ 17.6 million as of June 30, 2024 and December 31, 2023, respectively.

Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX.

The carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $ 122.7 million, $ 147.2 million, and $ 5.4 million, respectively, as of March 31, 2024 and December 31, 2023, respectively.

We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

13 unchanged sentences

Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review.

If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

an impairment in the future that could materially affect our operating results.

If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.

The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2023.

6 unchanged sentences

Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years.

Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.

There were no impairments of goodwill for the three months ended March 31, 2024 and 2023.

There were no impairments of goodwill for the three and six months ended June 30, 2024 and 2023.

Redeemable Preferred Stock — We classify the Series A Senior Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders.

2 unchanged sentences

Deferred Financing Costs — Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans .

Unamortized deferred financing costs of $ 29.4 million and $ 31.3 million as of March 31, 2024 and December 31, 2023, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 1.9 million and $ 1.4 million during the three months ended March 31, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Unamortized deferred financing costs of $ 16.2 million and $ 31.3 million as of June 30, 2024 and December 31, 2023, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 2.7 million and $ 1.7 million during the three months ended June 30, 2024 and 2023, respectively, and $ 4.6 million and $ 3.1 million during the six months ended June 30, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Terminal Services Revenues — Terminal services are provided to customers for the receipt and redelivery of various commodities.

19 unchanged sentences

Revenues are typically invoiced for each repair and generally have 30-day payment terms.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Other Revenue — Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials.

8 unchanged sentences

Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease.

10 unchanged sentences

We attempt to limit our credit risk by performing ongoing credit evaluations.

We earned approximately 51 % of total revenues for the three months ended March 31, 2024 from one customer in the Railroad segment.

Additionally, we earned 14 % of total revenues for the three months ended March 31, 2024 from one customer in the Jefferson Terminal segment.

We earned 48 % of total revenues for the three months ended March 31, 2023 from one customer in the Railroad segment.

We earned 12 % of total revenues for the three months ended March 31, 2023 from one customer in the Jefferson Terminal segment.

As of March 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 54 % of total accounts receivable, net.

We earned approximately 49 % and 50 % of total revenues for the three and six months ended June 30, 2024, respectively, from one customer in the Railroad segment.

Additionally, we earned 13 % and 14 % of total revenues for the three and six months ended June 30, 2024 from one customer in the Jefferson Terminal segment.

We earned 54 % and 51 % of total revenues for the three and six months ended June 30, 2023, respectively, from one customer in the Railroad segment.

We earned 11 % of total revenues for the three and six months ended June 30, 2023, respectively, from one customer in the Jefferson Terminal segment.

As of June 30, 2024, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 65 % of total accounts receivable, net.

As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56 % of total accounts receivable, net.

3 unchanged sentences

We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging.

Comprehensive (Loss) Income — Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive (loss) income represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive (loss) income related to cash flow hedges of our equity method investees and changes in pension and other employee benefit accounts.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Comprehensive Income (Loss) — Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive income (loss) represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income (loss) related to cash flow hedges of our equity method investees and changes in pension and other employee benefit accounts.

Derivative Financial Instruments

3 unchanged sentences

Certain of these derivative instruments are designated and qualify as cash flow hedges.

Our share of the derivative's gain or loss is reported as Other comprehensive (loss) income related to equity method investees in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated Statements of Comprehensive Income (Loss) and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

The change in our equity method investment balance related to derivative gains or losses on cash flow hedges is disclosed as a Non-cash change in equity method investment in our Consolidated Statements of Cash Flows.

5 unchanged sentences

federal, state and foreign corporate income tax in locations where they conduct business.

We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

liabilities and their respective tax bases.

A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.

13 unchanged sentences

Leasing equipment, net is summarized as follows:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Leasing equipment $ 47,177 $ 45,982

2 unchanged sentences

Depreciation expense for leasing equipment is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Depreciation expense for leasing equipment $ 345 $ 276 $ 676 $ 552

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Sales-Type Leases

In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by an affiliate of the Manager.

In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by certain employees of the Manager.

The lease is initially for a two-year construction period and eight years post-completion with renewals that extend the lease up to 32 years.

1 unchanged sentence

Lease payments will increase based on an inflation escalator and be treated as variable lease payments as they occur.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in Gain (loss) on sale of assets in the Consolidated Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.2 million of interest income which is included in Revenues in the Consolidated Statements of Operations during the three months ended March 31, 2024.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in (Loss) gain on sale of assets in the Consolidated Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.2 million and $ 0.4 million of interest income, respectively, which is included in Revenues in the Consolidated Statements of Operations during the three and six months ended June 30, 2024.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is summarized as follows:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Land, site improvements and rights $ 182,964 $ 182,319

13 unchanged sentences

Depreciation expense for property, plant and equipment is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Depreciation expense $ 17,933 $ 18,121 $ 36,237 $ 36,094

1 unchanged sentence

Carrying Value

Investment Ownership Percentage March 31, 2024 December 31, 2023

Investment Ownership Percentage June 30, 2024 December 31, 2023

Intermodal Finance I, Ltd.

7 unchanged sentences

________________________________________________________

(1) The carrying value of $( 54.8 ) million and $( 29.3 ) million as of March 31, 2024 and December 31, 2023, respectively, is included in Other liabilities in the Consolidated Balance Sheets.

We did not recognize any other-than-temporary impairments for the three months ended March 31, 2024 and 2023.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

(1) The carrying value of $( 19.3 ) million and $( 29.3 ) million as of June 30, 2024 and December 31, 2023, respectively, is included in Other liabilities in the Consolidated Balance Sheets.

We did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2024 and 2023.

The following table presents our proportionate share of equity in (losses) earnings:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Intermodal Finance I, Ltd.

$ 12 $ 13 $ 21 $ 34

Long Ridge Energy & Power LLC ( 7,147 ) 1,639 ( 13,822 ) 9,400

3 unchanged sentences

Total $ ( 12,788 ) $ ( 1,625 ) $ ( 24,690 ) $ 2,741

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Equity Method Investments

6 unchanged sentences

We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met.

As of March 31, 2024, Intermodal owns a portfolio of approximately 173 shipping containers subject to multiple operating leases.

As of June 30, 2024, Intermodal owns a portfolio of approximately 161 shipping containers subject to multiple operating leases.

Long Ridge Energy & Power LLC

In December 2019, Ohio River Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out.

In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out.

We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method.

2 unchanged sentences

During 2023, the maturity date was extended to May 1, 2032.

As of March 31, 2024 and December 31, 2023, the balance of the note receivable was $ 73.3 million and $ 71.0 million, respectively, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheets.

As of June 30, 2024 and December 31, 2023, the balance of the note receivable was $ 93.7 million and $ 71.0 million, respectively, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheets.

FTAI INFRASTRUCTURE INC.

2 unchanged sentences

The tables below present summarized financial information for Long Ridge Energy & Power LLC:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Balance Sheet

23 unchanged sentences

Total liabilities and equity $ 942,283 $ 962,956

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Income Statement 2024 2023 2024 2023

5 unchanged sentences

Total other (expense) income

( 39 ) 126 ( 52 ) 231

Net (loss) income

5 unchanged sentences

In September 2021, we acquired 1 % of the Class A shares and 50 % of the Class B shares of GM-FTAI Holdco LLC for $ 52.5 million.

GM-FTAI Holdco LLC owns 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”).

GM-FTAI Holdco LLC owns a 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”).

GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

32 unchanged sentences

if additional third-party information becomes available we will adjust the value of the investments accordingly.

As of March 31, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

As of June 30, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

FTAI INFRASTRUCTURE INC.

3 unchanged sentences

Intangible assets, net are summarized as follows:

March 31, 2024

June 30, 2024

Jefferson Terminal Railroad Total

8 unchanged sentences

Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Amortization of customer relationships $ 1,885 $ 1,895 $ 3,771 $ 3,781

As of March 31, 2024, estimated net annual amortization of intangibles is as follows:

As of June 30, 2024, estimated net annual amortization of intangibles is as follows:

Remainder of 2024

6 unchanged sentences

Outstanding Borrowings

Stated Interest Rate Maturity Date March 31, 2024 December 31, 2023

Stated Interest Rate Maturity Date June 30, 2024 December 31, 2023

Loans payable

5 unchanged sentences

(ii) 3/11/2026

(iii) 11/26/27

63,800 63,800

Total loans payable 108,050 108,050

2 unchanged sentences

(ii) Tax Exempt Series 2020A Bonds:

(iii) Taxable Series 2020B Bonds:

143,165 263,980

4 unchanged sentences

358,710 425,000

Series 2024 Bonds

(i) Tax Exempt Series 2024A Bonds:

5.000 % to 5.250 %

(ii) Series 2024B Bonds:

(i) 1/1/39 to 1/1/54

Senior Notes due 2027 (2)

7 unchanged sentences

(1) Requires a quarterly commitment fee at a rate of 1.000 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Includes an unamortized discount of $ 23,393 and $ 24,819 at March 31, 2024 and December 31, 2023, respectively.

We were in compliance with all debt covenants as of March 31, 2024.

(2) Includes an unamortized discount of $ 21,920 and $ 24,819 at June 30, 2024 and December 31, 2023, respectively.

Jefferson Credit Agreement

On April 2, 2024, certain subsidiaries within the Jefferson Terminal segment entered into a credit agreement (the “Jefferson Credit Agreement”), providing for a $ 75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00 % plus Adjusted Term SOFR.

In June 2024, we completed an offering of Series 2024 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the Jefferson Credit Agreement.

Tender Offer for Series 2020A and Series 2021A Bonds

On May 14, 2024, we commenced a cash tender offer (the “Tender Offer”) for up to $ 105 million aggregate principal amount of the Tax Exempt Series 2020A and Series 2021A Bonds (the “Target Bonds”).

On June 20, 2024 (the “Settlement Date”), we completed the Tender Offer for $ 108.0 million aggregate principal amount of the Target Bonds under the Tender Offer at an aggregate purchase price of $ 88.8 million, which includes accrued and unpaid interest on such Target Bonds from the last interest payment date up to, but not including, the Settlement Date.

Interest ceased to accrue on the Settlement Date for all accepted Target Bonds.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Series 2024 Bonds

On June 20, 2024, certain subsidiaries within the Jefferson Terminal segment, and the Port of Beaumont Navigation District of Jefferson County, Texas, completed their previously announced offering of $ 164.4 million principal amount of Series 2024A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2024A Bonds”) and $ 217.9 million principal amount of Taxable Series 2024B Facility Revenue Bonds (the “Taxable Series 2024B Bonds” and, together with the Tax Exempt Series 2024A Bonds, the “Series 2024 Bonds”).

Certain subsidiaries within the Jefferson Terminal segment pledged certain assets in support of the Series 2024 Bonds.

The Tax Exempt Series 2024A Bonds consist of:

• $ 67,570,000 principal amount of Term Bonds maturing on January 1, 2039, and bearing interest at a fixed rate of 5.000 % per annum,

• $ 44,800,000 principal amount of Term Bonds maturing on January 1, 2044, and bearing interest at a fixed rate of 5.125 % per annum, and

• $ 52,055,000 principal amount of Term Bonds maturing on January 1, 2054, and bearing interest at a fixed rate of 5.250 % per annum.

The Taxable Series 2024B Bonds will mature on July 1, 2026, and bear interest at a fixed rate of 10.000 % per annum.

Jefferson Terminal used a portion of the net proceeds from the Series 2024 Bonds to repay the Jefferson Credit Agreement in full, pay for or reimburse the cost of development, construction and acquisition of certain facilities, as well as pay for the Tender Offer.

The Company also used a portion of the net proceeds from the Series 2024B Bonds to defease the Taxable Series 2020B Bonds in full for the aggregate principal amount of $ 79.1 million.

We recognized a loss on modification of debt of $ 6.0 million from the Series 2024 Bonds and a loss on extinguishment of debt of $ 3.2 million from the repayment of the Jefferson Credit Agreement in connection with this transaction.

In conjunction with the repayment associated with the Jefferson Credit Agreement, we wrote off $ 1.8 million of deferred financing costs during the period.

We were in compliance with all debt covenants as of June 30, 2024.

FAIR VALUE MEASUREMENTS

11 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

The following tables set forth our financial assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, by level within the fair value hierarchy.

The following tables set forth our financial assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy.

Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

March 31, 2024 March 31, 2024

June 30, 2024 June 30, 2024

Total Level 1 Level 2 Level 3 Valuation Technique

9 unchanged sentences

Notes receivable 11,664 — 11,664 — Market

$ 99,143 $ 87,479 $ 11,664 $ —

Total assets $ 99,143 $ 87,479 $ 11,664 $ —

Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid.

These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

The fair value of our commodity derivative assets that are classified as Level 2 measurements are estimated by applying the market approach, based on quotes of observable market transactions, and adjusted for estimated differential factors based on quality and delivery locations.

Except as discussed below, our financial instruments other than cash and cash equivalents, restricted cash and the CarbonFree note receivable consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values due to their short maturity profiles.

The fair value of our bonds, notes and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Series 2020 A Bonds (1)

1 unchanged sentence

Series 2020 B Bonds (1)

77,754 75,928

Series 2021 A Bonds (1)

2 unchanged sentences

176,972 165,208

Series 2024 A Bonds (1)

Series 2024 B Bonds (1)

Senior Notes due 2027 636,066 625,038

16 unchanged sentences

We have elected to exclude sales and other similar taxes from revenues.

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Ports and Terminals

4 unchanged sentences

Roadside services revenues — — — 14,213 14,213

Total revenues $ 45,638 $ 21,174 $ 3,862 $ 14,213 $ 84,887

Six Months Ended June 30, 2024

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 793 $ 1,599 $ — $ — $ 2,392

Rail revenues 91,157 — — — 91,157

Terminal services revenues — 38,191 7,941 — 46,132

Roadside services revenues — — — 27,741 27,741

Total revenues $ 91,950 $ 39,790 $ 7,941 $ 27,741 $ 167,422

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended June 30, 2023

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 400 $ 319 $ — $ — $ 719

Rail revenues 42,146 — — — 42,146

Terminal services revenues — 16,785 4,083 — 20,868

Roadside services revenues — — — 18,235 18,235

Other revenue — — ( 136 ) — ( 136 )

Total revenues $ 42,546 $ 17,104 $ 3,947 $ 18,235 $ 81,832

Three Months Ended March 31, 2023

Six Months Ended June 30, 2023

Ports and Terminals

6 unchanged sentences

Total revenues $ 83,551 $ 36,196 $ 2,494 $ 36,085 $ 158,326

As of March 31, 2024 and December 31, 2023, we recorded capitalized contract cost of $ 27.4 million and $ 19.8 million, of which $ 2.5 million and $ 2.2 million is included in Other current assets and $ 24.9 million and $ 17.6 million is included in Other assets on the Consolidated Balance Sheets, respectively.

During the three months ended March 31, 2024, the Company recognized revenue of $ 0.3 million that was included in the deferred revenue balance at the beginning of the year.

As of June 30, 2024 and December 31, 2023, we recorded capitalized contract cost of $ 26.0 million and $ 19.8 million, of which $ 5.0 million and $ 2.2 million is included in Other current assets and $ 21.0 million and $ 17.6 million is included in Other assets on the Consolidated Balance Sheets, respectively.

During the three and six months ended June 30, 2024, the Company recognized revenue of $ 0.3 million and $ 0.6 million, respectively, that was included in the deferred revenue balance at the beginning of the year.

EQUITY-BASED COMPENSATION

On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.

As of March 31, 2024, the Incentive Plan provides for the issuance of up to 30.0 million shares.

As of June 30, 2024, the Incentive Plan provides for the issuance of up to 30.0 million shares.

We report equity-based compensation expense within Operating expenses and General and administrative in the Consolidated Statements of Operations.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Director compensation

During the six months ended June 30, 2024, we issued 11,062 shares of common stock to certain directors as compensation.

Subsidiary Stock-Based Compensation

The following table presents the expense related to our subsidiary stock-based compensation arrangements recognized in the Consolidated Statements of Operations:

Expense Recognized During the Three Months Ended March 31,

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

2024 2023 2024 2023

Restricted shares $ 179 $ 303 $ 179 $ 747 $ 179 1.0

1 unchanged sentence

Total $ 469 $ 562 $ 759 $ 1,457 $ 1,689

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Restricted Stock Units to Subsidiary Employees

3 unchanged sentences

The following table presents the expense related to our restricted stock units to subsidiary employees recognized in the Consolidated Statements of Operations:

Expense Recognized During the Three Months Ended March 31,

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

2024 2023 2024 2023

Restricted stock units $ 1,235 $ — $ 3,285 $ — $ 3,857 1.0

10 unchanged sentences

The remaining healthcare and life insurance plans are non-contributory.

The following table summarizes our retirement benefit plan costs.

In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees.

The amendment and related remeasurement resulted in a decrease of the liability by $ 28.2 million with a corresponding adjustment to accumulated other comprehensive loss.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table summarizes our retirement benefit plan costs (benefits).

Service costs are recorded in Operating expenses, while other net costs are recorded in Other income within the Consolidated Statements of Operations.

Three Months Ended March 31,

Three Months Ended June 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

5 unchanged sentences

Total $ 473 $ ( 137 ) $ 419 $ 854

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The total employer contributions for the three months ended March 31, 2024 and 2023 was $ 0.7 million and $ 0.3 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2024 is $ 1.2 million.

Six Months Ended June 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

Service costs $ 747 $ 636 $ 696 $ 892

Interest costs 307 545 234 748

Expected return on plan assets ( 101 ) — — —

Amortization of prior service costs — ( 274 ) — 68

Amortization of actuarial gains ( 6 ) ( 111 ) ( 92 ) —

Total $ 947 $ 796 $ 838 $ 1,708

The total employer contributions for the six months ended June 30, 2024 and 2023 were $ 1.2 million and $ 0.6 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2024 is $ 0.8 million.

The current and deferred components of the income tax provision included in the Consolidated Statements of Operations are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Federal $ — $ — $ — $ —

12 unchanged sentences

federal tax rate of 21 % primarily due to state taxes and the valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries.

As of and for the three months ended March 31, 2024, we had not established a liability for uncertain tax positions as no such positions existed.

As of and for the six months ended June 30, 2024, we had not established a liability for uncertain tax positions as no such positions existed.

In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S.

federal, state, local and foreign income tax examinations by tax authorities.

federal, state,

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

local and foreign income tax examinations by tax authorities.

Generally, we are not subject to examination by taxing authorities for tax years prior to 2020.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of March 31, 2024.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of June 30, 2024.

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

11 unchanged sentences

The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows:

(1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized);

(1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized);

(2) 100 % of pre-incentive fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2 % but does not exceed 2.2223 % for such quarter;

7 unchanged sentences

The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Management fee

4 unchanged sentences

We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement.

The expenses required to be paid by the Company include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Company’s independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent.

We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants.

2 unchanged sentences

The following table summarizes our reimbursements to the Manager:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Classification in the Consolidated Statements of Operations:

5 unchanged sentences

Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments).

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase a number of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock).

2 unchanged sentences

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Accrued management fees $ 2,776 $ 6,400

Other payables 1,338 5,595

As of March 31, 2024 and December 31, 2023, there w ere no receivables from the Manager.

As of June 30, 2024 and December 31, 2023, there w ere no receivables from the Manager.

Other Affiliate Transactions

As of March 31, 2024 and December 31, 2023, affiliates of our Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at March 31, 2024 and December 31, 2023 was $( 88.5 ) million a nd $( 78.0 ) million, respectively.

As of June 30, 2024 and December 31, 2023, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at June 30, 2024 and December 31, 2023 was $( 94.0 ) million a nd $( 78.0 ) million, respectively.

In April 2024, we made a pro-rata distribution of $ 15.0 million to the non-controlling interest holders of Jefferson Terminal segment.

The following table presents the amount of this non-controlling interest share of net loss:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Non-controlling interest share of net loss $ ( 5,531 ) $ ( 10,048 ) $ ( 15,996 ) $ ( 19,233 )

1 unchanged sentence

This resulted in 100 % ownership in FYX and the elimination of any non-controlling interest in FYX.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

In October 2022, we entered into a shareholder loan agreement with our equity method investee, Long Ridge.

Refer to Note 5 for additional information.

The Company subleases a portion of office space from an entity controlled by certain principals of Fortress since February 2023.

For the three months ended March 31, 2024 and 2023, the Company incurred approximatel y $ 0.1 million and $ 0.1 million of rent and office related expenses, respectively.

On May 22, 2023, Fortress and Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital (“Mubadala”), announced that they have entered into definitive agreements pursuant to which, among other things, certain members of Fortress management and affiliates of Mubadala will acquire 100% of the equity of Fortress that is currently indirectly held by SoftBank Group Corp.

(“SoftBank”).

After the closing of the transaction, Fortress will continue to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.

The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023.

For the six months ended June 30, 2024 and 2023, the Company incurred approximatel y $ 0.2 million and $ 0.2 million of rent and office related expenses, respectively.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.

Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.

SEGMENT INFORMATION

6 unchanged sentences

The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets.

The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.

The Power and Gas segment is comprised of an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

power plant in operation.

The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.

The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.

11 unchanged sentences

The following tables set forth certain information for each reportable segment:

For the Three Months Ended March 31, 2024

Three Months Ended March 31, 2024

For the Three Months Ended June 30, 2024

Three Months Ended June 30, 2024

Ports and Terminals

10 unchanged sentences

Loss on sale of assets, net ( 150 ) — — — — — ( 150 )

Loss on modification or extinguishment of debt — ( 9,170 ) — — — — ( 9,170 )

Interest expense ( 98 ) ( 11,190 ) ( 242 ) — — ( 18,160 ) ( 29,690 )

Other income 251 3,531 — 2,891 290 — 6,963

Total other income (expense) 3 ( 16,829 ) ( 242 ) ( 4,445 ) ( 5,174 ) ( 18,148 ) ( 44,835 )

Income (loss) before income taxes 16,927 ( 25,938 ) ( 4,458 ) ( 5,173 ) ( 5,181 ) ( 24,050 ) ( 47,873 )

Provision for (benefit from) income taxes 1,092 ( 612 ) ( 25 ) — — ( 188 ) 267

Net income (loss) 15,835 ( 25,326 ) ( 4,433 ) ( 5,173 ) ( 5,181 ) ( 23,862 ) ( 48,140 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 47 ( 11,174 ) ( 273 ) — — — ( 11,400 )

Dividends and accretion of redeemable preferred stock — — — — — 17,610 17,610

Net income (loss) attributable to stockholders $ 15,788 $ ( 14,152 ) $ ( 4,160 ) $ ( 5,173 ) $ ( 5,181 ) $ ( 41,472 ) $ ( 54,350 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:

Three Months Ended June 30, 2024

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Adjusted EBITDA $ 22,121 $ 12,328 $ ( 1,502 ) $ 8,846 $ ( 2,784 ) $ ( 4,753 ) $ 34,256

Non-controlling share of Adjusted EBITDA 8,305

Equity in losses of unconsolidated entities ( 12,788 )

Interest and other costs on pension and OPEB liabilities 138

Dividends and accretion of redeemable preferred stock ( 17,610 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 3,208 )

Interest expense ( 29,690 )

Depreciation and amortization expense ( 21,596 )

Incentive allocations —

Asset impairment charges —

Changes in fair value of non-hedge derivative instruments —

Losses on the modification or extinguishment of debt and capital lease obligations ( 9,170 )

Acquisition and transaction expenses ( 921 )

Equity-based compensation expense ( 1,799 )

Provision for income taxes ( 267 )

Other non-recurring items —

Net loss attributable to stockholders $ ( 54,350 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2024

Six Months Ended June 30, 2024

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Total revenues $ 91,950 $ 39,790 $ 7,941 $ — $ — $ 27,741 $ 167,422

Operating expenses 48,543 37,107 11,769 1,022 7 27,352 125,800

General and administrative — — — — — 7,701 7,701

Acquisition and transaction expenses 337 10 — 398 — 1,102 1,847

Management fees and incentive allocation to affiliate — — — — — 5,777 5,777

Depreciation and amortization 9,872 24,630 4,924 — — 1,258 40,684

Total expenses 58,752 61,747 16,693 1,420 7 43,190 181,809

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — — — ( 14,373 ) ( 10,338 ) 21 ( 24,690 )

Loss on sale of assets, net ( 163 ) — — — — — ( 163 )

Loss on modification or extinguishment of debt — ( 9,170 ) — — — — ( 9,170 )

Interest expense ( 167 ) ( 20,487 ) ( 388 ) — — ( 36,241 ) ( 57,283 )

Other income ( 352 ) 3,537 — 5,193 950 — 9,328

Total other expense ( 682 ) ( 26,120 ) ( 388 ) ( 9,180 ) ( 9,388 ) ( 36,220 ) ( 81,978 )

9 unchanged sentences

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Ports and Terminals

20 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

For the Three Months Ended March 31, 2023

Three Months Ended March 31, 2023

For the Three Months Ended June 30, 2023

Three Months Ended June 30, 2023

Port and Terminals

10 unchanged sentences

Equity in earnings (losses) of unconsolidated entities — — — 1,639 ( 3,277 ) 13 ( 1,625 )

Loss on sale of assets, net ( 124 ) — — — — — ( 124 )

(Loss) gain on sale of assets, net ( 85 ) 732 — — — — 647

Interest expense ( 1,215 ) ( 7,978 ) ( 615 ) ( 1 ) — ( 14,373 ) ( 24,182 )

2 unchanged sentences

Income (loss) before income taxes 12,534 ( 18,661 ) ( 4,725 ) 3,059 ( 2,685 ) ( 22,571 ) ( 33,049 )

Provision for (benefit from) income taxes 720 152 40 — — ( 89 ) 823

Net income (loss) 11,814 ( 18,813 ) ( 4,765 ) 3,059 ( 2,685 ) ( 22,482 ) ( 33,872 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 28 ( 10,048 ) ( 255 ) — — ( 1 ) ( 10,276 )

Dividends and accretion of redeemable preferred stock — — — — — 15,257 15,257

Net income (loss) attributable to stockholders $ 11,786 $ ( 8,765 ) $ ( 4,510 ) $ 3,059 $ ( 2,685 ) $ ( 37,738 ) $ ( 38,853 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:

Three Months Ended June 30, 2023

Port and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Adjusted EBITDA $ 20,304 $ 7,082 $ ( 1,636 ) $ 10,403 $ ( 1,448 ) $ ( 7,028 ) $ 27,677

Non-controlling share of Adjusted EBITDA 4,946

Equity in earnings of unconsolidated entities ( 1,625 )

Interest and other costs on pension and OPEB liabilities ( 480 )

Dividends and accretion of redeemable preferred stock ( 15,257 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 6,886 )

Interest expense ( 24,182 )

Depreciation and amortization expense ( 20,292 )

Incentive allocations —

Asset impairment charges ( 602 )

Changes in fair value of non-hedge derivative instruments —

Losses on the modification or extinguishment of debt and capital lease obligations —

Acquisition and transaction expenses ( 636 )

Equity-based compensation expense ( 642 )

Provision for income taxes ( 823 )

Other non-recurring items ( 51 )

Net loss attributable to stockholders $ ( 38,853 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2023

Six Months Ended June 30, 2023

Port and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Total revenues $ 83,551 $ 36,196 $ 2,494 $ — $ — $ 36,085 $ 158,326

Operating expenses 47,492 32,415 10,705 597 29 36,699 127,937

General and administrative — — — — — 6,903 6,903

Acquisition and transaction expenses 367 36 — 71 1 430 905

Management fees and incentive allocation to affiliate — — — — — 6,066 6,066

Depreciation and amortization 10,226 24,013 4,526 — — 1,662 40,427

Asset impairment 743 — — — — — 743

Total expenses 58,828 56,464 15,231 668 30 51,760 182,981

Other income (expense)

Equity in earnings (losses) of unconsolidated entities — — — 9,400 ( 6,693 ) 34 2,741

(Loss) gain on sale of assets, net ( 209 ) 732 — — — — 523

Interest expense ( 2,170 ) ( 15,862 ) ( 1,203 ) ( 3 ) — ( 28,194 ) ( 47,432 )

Other (expense) income ( 1,096 ) ( 1,412 ) — 2,872 1,227 — 1,591

Total other (expense) income ( 3,475 ) ( 16,542 ) ( 1,203 ) 12,269 ( 5,466 ) ( 28,160 ) ( 42,577 )

Income (loss) before income taxes 21,248 ( 36,810 ) ( 13,940 ) 11,601 ( 5,496 ) ( 43,835 ) ( 67,232 )

Provision for income taxes 1,318 350 154 — — 730 2,552

Net income (loss) 19,930 ( 37,160 ) ( 14,094 ) 11,601 ( 5,496 ) ( 44,565 ) ( 69,784 )

6 unchanged sentences

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:

Three Months Ended March 31, 2023

Six Months Ended June 30, 2023

Port and Terminals

23 unchanged sentences

All property, plant and equipment and leasing equipment are located in North America.

March 31, 2024

June 30, 2024

Ports and Terminals

47 unchanged sentences

The dividend rate on the Redeemable Preferred Stock will increase by 1.0 % per annum beginning on the fifth anniversary of the issuance date of the Redeemable Preferred Stock.

As of March 31, 2024, the Company has $ 88.6 million of PIK dividends increasing our Redeemable Preferred Stock balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 15.3 million and $ 12.9 million for the three months ended March 31, 2024 and 2023, respectively.

As of June 30, 2024, the Company has $ 104.5 million of PIK dividends increasing our Redeemable Preferred Stock balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 15.9 million and $ 13.6 million for the three months ended June 30, 2024 and 2023, respectively, and $ 31.2 million and $ 26.5 million for the six months ended June 30, 2024 and 2023, respectively.

The Company has presented the Redeemable Preferred Stock in temporary equity and is accreting the discount and debt issuance costs using the interest method to the earliest redemption date of August 1, 2030.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 1.7 million and $ 1.6 million for the three months ended March 31, 2024 and 2023, respectively.

Mandatory Redemption :

4 unchanged sentences

Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company.

If the Redeemable Preferred Stock were redeemed as of March 31, 2024, it would be redeemable for $ 446.5 million.

If the Redeemable Preferred Stock were redeemed as of June 30, 2024, it would be redeemable for $ 446.5 million.

Amendment to Certificate of Designations of Our Series A Preferred Stock

On July 5, 2023, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for its Series A Preferred Stock (the “Certificate of Designations”) became effective, amending certain provisions of the Certificate of Designations to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur in order to facilitate the issuance of the additional $ 100.0 million of Senior Notes due 2027 (the “Additional Notes”).

The holders of our Series A Preferred Stock received a customary fee for their consent and purchased $ 33.4 million aggregate principal amount of the Additional Notes.

The holders of our Series A

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Preferred Stock received a customary fee for their consent and purchased $ 33.4 million aggregate principal amount of the Additional Notes.

EARNINGS PER SHARE AND EQUITY

3 unchanged sentences

The calculation of basic and diluted LPS is presented below:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share data) 2024 2023 2024 2023

13 unchanged sentences

________________________________________________________

(1) Three months ended March 31, 2024 includes penny warrants which can be converted into a fixed amount of our stock.

(2) Diluted LPS for the three months ended March 31, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended March 31, 2024 and 2023, 7,196,869 and 1,647,839 shares of common stock, respectively, h ave been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

(1) Three and six months ended June 30, 2024 includes penny warrants which can be converted into a fixed amount of our stock.

(2) Diluted LPS for the three and six months ended June 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended June 30, 2024 and 2023, 10,857,288 and 2,345,888 shares of common stock, respectively, and for the six months ended June 30, 2024 and 2023, 9,500,429 and 2,007,077 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

Common Stock Warrants

A summary of the status of the Company’s outstanding stock warrants and changes during the three months ended March 31, 2024 is as follows:

A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2024 is as follows:

Number of Warrants Weighted Average Exercise Price

2 unchanged sentences

Exercised — —

Outstanding as of March 31, 2024 (1)

Outstanding as of June 30, 2024 (1)

6,685,132 $ 4.93

Warrants exercisable as of March 31, 2024 (1)

Warrants exercisable as of June 30, 2024 (1)

6,685,132 $ 4.93

________________________________________________________

(1) Weighted average exercise price as of March 31, 2024 includes adjustments for quarterly dividend payments.

The weighted average remaining contractual term of the outstanding warrants as o f March 31, 2024 is 6.3 years.

The aggregate intrinsic value of the warrants as of March 31, 2024 is $ 21.0 million.

(1) Weighted average exercise price as of June 30, 2024 includes adjustments for quarterly dividend payments.

The weighted average remaining contractual term of the outstanding warrants as o f June 30, 2024 is 6.1 years.

The aggregate intrinsic value of the warrants as of June 30, 2024 is $ 28.8 million.

COMMITMENTS AND CONTINGENCIES

In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications.

We have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $ 15.0 million.

We will account for such amounts when and if such conditions are achieved.

The contingency related to $ 5.0 million of the total $ 15.0 million was resolved during the year ended December 31, 2021, and the contingency related to an additional $ 5.0 million of the total $ 15.0 million was resolved during year ended December 31, 2022.

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

We will account for such amounts when and if such conditions are achieved.

SUBSEQUENT EVENTS

Jefferson Credit Agreement

On April 2, 2024, our Jefferson Terminal segment entered into a credit agreement, providing for a $ 75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00 % plus Adjusted Term SOFR.

On May 7, 2024, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended March 31, 2024, payable on May 29, 2024 to the holders of record on May 17, 2024.

Ares Management LLC Election to Exercise Series II Warrants

On July 22, 2024, members of Ares Management LLC exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $ 0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

On August 1, 2024, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended June 30, 2024, payable on August 20, 2024 to the holders of record on August 12, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements